HomeMy WebLinkAboutKerr Ferguson Law, PLLC Amended Agreement for Legal Services CITY OF PASCO, WASHINGTON
AMENDED AGREEMENT FOR LEGAL SERVICES
The CITY OF PASCO, WASHINGTON, a Municipal Corporation, herein referred to
as"Client", does hereby retain KERR FERGUSON LAW, PLLC,Attomeys at Law, located at
1950 Keene Road, Bldg. F100, Richland, Washington, herein referred to as "Attorney"for
the purposes of providing contracted legal services and litigation legal services for actions
commenced in the Washington State Courts or Federal Courts, as authorized by RCW
35A.13.090, and in consideration of the covenants provided herein, agree as follows:
1. Authorization of Attornev. Client does hereby retain and authorize the
Attorney to act as an attorney and counselor as provided in RCW 2.44.010 which includes
the authority to act on behalf of the Client and to: (a) bind the Client in any of the
proceedings in an action or special proceeding by the attorney's agreement duly made; (b)
to receive money, claimed by the Client in an action or special proceeding during the
pendency thereof, or after judgment upon the payment thereof, and not otherwise, to
discharge the same or acknowledge satisfaction of the judgment; and (c) to negotiate,
represent and execute on behalf of the Client, correspondence, agreements, pleadings,
negotiations and transactions.
2. Term. The term of this agreement shall be for twenty-four (24) months from
the date of execution and shall automatically renew for additional twenty-four (24) month
terms unless notice is given in writing by either party sixty (60) days prior to expiration.
Either party may terminate this agreement for any reason upon one-hundred and eighty
(180) days advance written notice.
3. Hourlv Rates. It is agreed by and between the Client and the Attorney that
the fee paid by Client shall be applied against the legal services actually performed for the
Client by the Attorney, which services shall be charged at the following hourly rates:
Base Municipal Leaal Services
Attorneys: $185.00
Paralegal/Legal Assistant: $ 90.00
Other attorneys within or associated with Kerr Ferguson Law, PLLC, having different
rates, may be utilized upon prior approval by the City.
4. Interim Billinqs. Interim billings will be submitted to the Client monthly. All
interim billings shall be due and payable upon receipt unless otherwise stated. A FINANCE
CHARGE of one percent per month (1% - 12% ANNUAL PERCENTAGE RATE) will be
charged on the outstanding balance upon failure to pay a billing in full within thirty(30)days
after date of billing. Failure to pay interim billings promptly will permit the Attorney, after
notice to the Client, to terminate its representations of the Client and turn the matter over for
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collection. It is understood that if any billing is turned over for collection, interest will be
charged at the rate of finrelve percent (12%) per annum together with attorney's fees and
costs incident to the collection of said billing. It is understood that the hourly time charges
include but are not limited to: Court appearances; telephone conferences; office
conferences; legal research; depositions; review of file materials and documents sent or
received; preparation for trials, hearings and conferences; drafting or pleadings of
instruments; and office memoranda and correspondence.
5. Out-of-Pocket Disbursements. The Client agrees to assume and pay for all
out-of-pocket disbursements incurred in connection with this matter. These shall include
filing fees, witness fees, travel, sheriff s and constable's fees, expenses of depositions,
investigative expenses, and other incidental expenses.
6. Fee Disaute Resolution. In the event of a dispute between the Attorney and
the Client regarding fees for legal services, the Attorney and the Client shall promptly meet
in a good faith attempt to resolve the dispute. In the event the fee dispute is not resolved by
agreement, arbitration shall be the exclusive means for resolution of the fee dispute. FEE
ARBITRATION IS BINDING. The provisions of Chapter 7.04A of the Revised Code of
Washington shall apply. BY AGREEING TO FEE ARBITRATION, BOTH PARTIES WAIVE
THE RIGHT TO BRING OR DEFEND AN ACTION IN COURT.
7. Miscellaneous. Attorney makes no warranties regarding the successful
termination of the cause of action. All expressions relative thereto are a matter of attorney's
opinion only.
In some cases, the Court awards attorney's fees to one party and orders the other
party to pay the amount awarded; this being solely at the discretion of the court and cannot
be relied on with certainty. Also, in some cases, if there is a settlement agreed to by both
parties thereby avoiding a contested trial, the settlement contract may provide that one of
the parties will contribute an agreed amount towards the other party's legal expenses. In
the initial stages of a case, it is impossible to predict whether either of the above situations
will materialize and,therefore, no representation is made in this that any contribution by the
other party will be obtained toward the Client's legal expenses. In the event, however, that
one of such contributions is obtained for the benefit of the Client, the amount in question will
be credited against the Attorney's final bill to the Client if paid by the other party. However,
if the other party has not paid the same, Client will still be responsible for said amount until
paid by the other party. All fees and costs must be paid in full prior to the conclusion of the
case.
Communications between the Client and the Attorney are confidential and subject to
the Attorneys-Client privilege. Open communication and full cooperation are necessary for
the Attorney to provide effective legal services.
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This Agreement constitutes the entire agreement between the parties, and no prior
oral or written agreement shall be valid, and any modifications of this Agreement must be in
writing signed by all parties.
This Agreement shall be binding on the parties, and their heirs, successors and
assigns.
For the purpose of this Agreement, time is of the essence.
Any waiver of, or failure to take action with respect to any breach of any term,
covenant, or condition herein contained shall not be deemed to be a waiver of such term,
covenant, or condition, or subsequent breach of the same, or any other term, covenant, or
condition therein contained.
If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in
full force without being impaired or invalidated in any way.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Washington.
Each party signing this Agreement acknowledges that they participated in the drafting
of this Agreement and, as such, this Agreement shall not be presumptively
interpreted/construed in favor of nor against any particular party, but rather this Agreement
shall be given an objectively fair and reasonable interpretation and construction in light of
and in accordance with its express terms and provisions.
8. RecordkeeAinq. Attorney shall promptly furnish such information related to
the Agreement as requested by Client. In accordance with RPC 1.16(d), upon termination
or request by client, client shall be entitled to receive papers and property to which client is
entitled contained within any requested case file(s).
9. Pro ert and Confidential Information. Attorney shall not,without the prior
written consent of Client, disclose to third parties any information received in connection
with the services unless:
A. The information is known to Attorney prior to receiving the same
directly or indirectly in connection with the services;
B. The information is in the public domain at the time of disclosure by
Attorney; or
C. The information is received by Attorney from a third party who does not
have an obligation to keep the same confidential.
Amended Agreement for Legal Services-3
10. Relationship Between Client and Attornev. Attomey shail be at all times an
independent contractor and not an agent or representative of Client with regard to
performance of this Agreement, unless specifically authorized by the Client. The Attorney
shall serve as City Attorney, which is intended to create attorney-client relationship.
11. Restrictions on Assi nment Subcontractin Dele ation.
A. Attorney may need additional help, but may not(by contract, operation
of law, or otherwise) delegate or subcontract or assign perFormance of the work to
any other person or entity without the prior written consent of Client. Any such
delegation or subcontracting without Client's prior written consent shall be voidable
by the Client.
B. No delegation or subcontracting of perFormance, with or without City's
prior written consent, shall relieve Attorney of responsibility to perform the services in
accordance with this Agreement. Attorney shall be fully responsible for the
performance, acts and omissions of Attorney's employees,Attorney's subcontractors
and any other person who performs or furnishes any services on behalf of the
Attorney.
12. Performance and Execution. Attorney shall perform the services in a timely
manner and in accordance with the standards of the profession. Attorney shall be properly
licensed, equipped, organized, and financed to perform the work in accordance with this
Agreement:
A. Attorney must know and keep up to date with all Federal, State and
local laws and ordinances applying to Pasco, and must keep codification current.
B. Attorney must attend Council meetings as requested by City Council
(Mondays, 7:00 p.m.), and special meetings with only 24 hours notice, etc., as
reasonably available.
C. Attorney must record and be responsible for follow-through of
assignments at Council meetings, other meetings, or by phone/FAX/email, etc.
Attorney must meet material submission deadlines of Thursday prior to Monday
meetings, without reminders and without lengthy or multiple charges for reviewing
agenda, asking again about assignments, briefing other associates assigned, etc.
D. Attorney must be quickly available by phone; with reasonably fast
response to emails,faxes, etc., including,for emergency situations only, after-hours
and on weekends and holidays.
E. Attorney must review most contracts and other materials within a day or
two, or as otherwise arranged by the City.
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F. Attorney must serve as a whole, both City Manager/Council on a daily
administrative/executive basis and legislative basis. As needed on an administrative
basis, clearance for staff contacting or receiving requests or doing any work, shall go
through the City Manager, Department Directors, or his/her designees for avoidance
of duplication and budget monitoring. On a legislative basis, Attorney will provide
legal services for specific items at the request of a majority vote of entire Council.
However, nothina in this section shall prohibit the City Manaqer or individual
Councilmembers from contactin the Cit Attorne directl to obtain le al advice
related to their executive or le�islative roles.
G. Works closely with and assures clarity and follow-through with
Attorney's Paralegal/Legal Assistant and City Clerk on any and all legal paperwork
details as needed. Properly coordinates and briefs any other associates with
minimal duplication of fees for work already done prior to turnovers.
H. Attorney must clear any calls or visits from citizens through City
Manager or his/her designee for budgetary and duplication purposes before acting or
before any charges can be accrued, except as otherwise required by the Rules of
Professional Responsibility. Attorney may not represent citizens against the Client
on matters previously handled while with Client.
I. Assists City Manager or his/her designee, and Council as requested, in
land use, planning, economic growth, and speedy administrative response to
business and land development.
J. Assists, advises, and trains staff on daily basis as necessary and
requested. Assists staff on code enforcement, abatement, water delivery,
wastewater, flood plain, annexation, easements, alleyways, and any other municipal
legal matters.
IN WITNESS WHEREOF, the parties have executed this Agreement at Pasco,
Washington, the day and year last written below.
DATED: -�� r,�.�t,i 2Z. 2�Z.�
CITY OF PASCO, WASHINGTON KER SON , PLLC
Dave Zabell, ric W. F s n
City Manager City A ey
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